New Board Director Confirmed - Mark Attanasio

[Diane 500]

2 hours ago, essex canary said:

We can then spend time developing the Trust as the sole platform for fan engagement.

 

So you're suggesting that all our other fans groups should just pack up then  are you? 

Thanks for that, I (along with my volunteers)  have spent the last 7 years  working hard on fan engagement with fans and the club 🙄

 

 

 

 

[essex canary 496]

49 minutes ago, Diane said:

So you're suggesting that all our other fans groups should just pack up then  are you? 

Thanks for that, I (along with my volunteers)  have spent the last 7 years  working hard on fan engagement with fans and the club 🙄

 

 

 

 

Perhaps my understanding is wrong but I thought that your group is social in nature which is then a little bit different from Consultation? No offence intended.

The Club documentation from 20 plus years ago upon the last mass share issue stated that shareholding was the way forward and that the Club worked through Consultative Committee formats on issues such as season ticket increases and members charges.

Just a belief that as shareholders we bought into that and that the fractured nature of what is in place now is inferior in design.

 

[essex canary 496]

3 hours ago, The Raptor said:

I hope I don't get forced to sell my shares. I quite like the idea of being a shareholder. Even if it is only a couple.

Also the agms have been fun over the years. Particularly once they stopped that old boy speaking who just wanted to do stand up for 10 minutes.

 

Is there any reason why all Trust members should not have a right to attend the AGM either now or under a consolidated arrangement in the future?

I think it ought to be the case under the current makeup to give younger and / or newer supporters scope for participation.

 

[BigFish 1,988]

12 minutes ago, essex canary said:

Is there any reason why all Trust members should not have a right to attend the AGM either now or under a consolidated arrangement in the future?

I think it ought to be the case under the current makeup to give younger and / or newer supporters scope for participation.

If the Club was taken private the Trust would no longer be shareholders & there would be no AGM as such

[GMF 747]

5 minutes ago, BigFish said:

If the Club was taken private the Trust would no longer be shareholders & there would be no AGM as such

There would be approximately 6,850 less shareholders, which would probably please some fans! 😉😜

[shefcanary 2,410]

3 hours ago, GMF said:

My understanding was that the subsequent large allotments, in favour of D&M and MF were as a result of loans being converted to equity, rather than anything more sinister than that. 

Although was there any external compulsion to convert those loans?

[The Raptor 1,211]

5 hours ago, TIL 1010 said:

That won't be happening anymore as sadly Peter Wolsey who you are talking about passed a couple of months ago.

I was not aware of that. I meant no disrespect. R.I.P. Peter.

[essex canary 496]

2 hours ago, BigFish said:

If the Club was taken private the Trust would no longer be shareholders & there would be no AGM as such

If our Community Club voluntarily takes on the fan led review recommendations there is no reason why that should happen. We could have a one page Constitution that supporters access through the Club website. 

It may help with the Sustainability policy too in avoiding sending over 100,000 pages  of convoluted here today gone tomorrow printed matter through the post. The guardians of the Club could lay claim to a legacy going forward in addition to recognising that Club colours are partially green.

[TIL 1010 4,750]

23 minutes ago, The Raptor said:

I was not aware of that. I meant no disrespect. R.I.P. Peter.

I know you meant no disrespect and PW will be missed getting to his feet on the front row during the Q&A and speaking at great length without there being a question for the top table. Something that Alan Bowkett latched onto and politely but firmly brought an end to the yearly speeches we endured. There used to be an audible groan go around the room when Peter , David Batley and Cameron Newark year after year got to their feet. 😂

[TIL 1010 4,750]

2 hours ago, essex canary said:

Is there any reason why all Trust members should not have a right to attend the AGM either now or under a consolidated arrangement in the future?

 

 

If that were to happen the AGM could be held in the telephone kiosk on Tombland.

[Trevor Hockey's Beard 527]

38 minutes ago, The Raptor said:

I was not aware of that. I meant no disrespect. R.I.P. Peter.

 

9 minutes ago, TIL 1010 said:

I know you meant no disrespect and PW will be missed getting to his feet on the front row during the Q&A and speaking at great length without there being a question for the top table. Something that Alan Bowkett latched onto and politely but firmly brought an end to the yearly speeches we endured. There used to be an audible groan go around the room when Peter , David Batley and Cameron Newark year after year got to their feet. 😂

PW was my last "in an office behind the counter" bank manager, and he was excellent. He was old school - wise, direct and didn't suffer fools gladly. I never had to endure one of his speeches at a Shareholders' meeting, but I only ever heard him talk sense.                The Country would be in less of a mess if we still had people like Peter running things.

 

[GMF 747]

2 hours ago, shefcanary said:

Although was there any external compulsion to convert those loans?

Yes and no. Yes, in relation to the external loans to Aviva (?) linked to the redevelopment of the South Stand in the early 2000’s, which were renegotiated following relegation to League One, with the term extended, but there was a conditional element added, requiring repayment if we survived a season in the Premier League. That’s what happened under Lambert, but was paid out of the next instalments of Premier League monies.

No, there were no such requirements with the directors’ loans.

[essex canary 496]

2 hours ago, TIL 1010 said:

If that were to happen the AGM could be held in the telephone kiosk on Tombland.

Is the reference to Tombland in any way a reference to the current average age of the shareholders?

[A Load of Squit 5,170]

4 hours ago, GMF said:

There would be approximately 6,850 less shareholders, which would probably please some fans! 😉😜

In the early 2000's an AGM was held outdoors in one of the stands due to the increase in shareholder numbers.

This was a report from 2011.

https://www.edp24.co.uk/sport/norwich-city/upbeat-mood-ahead-of-norwich-city-s-agm-542524

Ten seasons ago, City staged the meeting outdoors in the Barclay Stand on a January night because they feared they could not accommodate shareholders whose number had grown by 6,000 following huge uptake of a new share issue in the wake of the ITV Digital cash crisis.

[essex canary 496]

2 hours ago, TIL 1010 said:

I know you meant no disrespect and PW will be missed getting to his feet on the front row during the Q&A and speaking at great length without there being a question for the top table. Something that Alan Bowkett latched onto and politely but firmly brought an end to the yearly speeches we endured. There used to be an audible groan go around the room when Peter , David Batley and Cameron Newark year after year got to their feet. 😂

Even if Alan Bowkett didn't like that kind of contribution to the meeting, I bet the rest of them did. 

[ricardo 7,395]

9 minutes ago, essex canary said:

Even if Alan Bowkett didn't like that kind of contribution to the meeting, I bet the rest of them did. 

It used to round the evening off nicely😉

Sorry to hear the news about Peter. RIP.

[Faded Jaded Semi Plastic SOB 1,024]

37 minutes ago, essex canary said:

Is the reference to Tombland in any way a reference to the current average age of the shareholders?

Tombland has absolutely nothing to do with tombs, it is old English for "open ground", it was the main market area before the Normans (not the bloke who used to play for us) poked their noses in..............

[Jack Flash 13]

Peter was a decent footballer back in the day. A "no prisoners" full back. Sad to hear he's left us, will be missed, especially his wicked sense of humour and passion for Norwich City. RIP.

[TIL 1010 4,750]

2 hours ago, essex canary said:

Is the reference to Tombland in any way a reference to the current average age of the shareholders?

Not at all but i am surprised you did not grasp the point i was making.

[essex canary 496]

2 hours ago, TIL 1010 said:

Not at all but i am surprised you did not grasp the point i was making.

The Club's senior staff time and supporters time would be far more productively spent if there were larger supporter Consultative events covering the whole spectrum of supporters as in the past rather than fractured small gatherings as now if that is what you are referring to.

[TIL 1010 4,750]

10 hours ago, essex canary said:

The Club's senior staff time and supporters time would be far more productively spent if there were larger supporter Consultative events covering the whole spectrum of supporters as in the past rather than fractured small gatherings as now if that is what you are referring to.

But you were quite happy in days gone by for the club to hold consultation meetings with various supporters groups one being the associate directors of which you were a member but you now seem to be promoting the Trust as the focal point at the expense of all other supporters groups moving forward. I am not too sure what you mean by larger supporter consultative events unless you think the Trust membership is a significant number of the fanbase ?

Edited August 27, 2022 by TIL 1010

[PurpleCanary 5,562]

16 hours ago, GMF said:

Yes and no. Yes, in relation to the external loans to Aviva (?) linked to the redevelopment of the South Stand in the early 2000’s, which were renegotiated following relegation to League One, with the term extended, but there was a conditional element added, requiring repayment if we survived a season in the Premier League. That’s what happened under Lambert, but was paid out of the next instalments of Premier League monies.

No, there were no such requirements with the directors’ loans.

GMF, Axa, the major lender, and the Bank of Scotland. The repayment date for Axa was May of this year! But the condition was that if we stayed up for one season that was brought forward to a date I can't immediately recall and if  we stayed up for another season, as we did, it was brought forward virtually to straight away.

[MrBunce 245]

Having now read the documents, I stand by my comments on the poor drafting (the documents are riddled with little errors) and it being unnecessarily cloak and dagger (although I acknowledge that there is no requirement for the club to provide any further information to that which has been provided). 

A few comments:

1. Reading between the lines, I think 6(C)(iv)(A) on redemption of the C Shares means that MA will be paying £10m for the 10m shares because the redemption amount is £10m plus dividends. MA would be losing money if he paid a premium (contrast this clause to the redemption clause for the B Shares which provides for redemption at price paid). 

2. I think 6(C)(vi) means that on conversion, new shares will be issued under the power provided for in article 5. This is because the 10% is on a fully diluted basis (i.e. after any new shares are issued). In numbers, this means that the new number of ordinary shares would be: 616,913 (current number) ÷ 90% x 100% = 685,459. The C Share holders would convert their shares into 68,546 ordinary shares. 

3. One final mystery solved. People were wondering why a resolution was needed to appoint MA to the board. That is because they've changed the qualification requirements for a board member (article 11). Previously directors had to own 100 ordinary shares (I recall this being controversial to some). Now a director can also be appointed via a general resolution. That is resolution 4 (which is, perhaps, incorrectly labelled as a special resolution... ). Those with sharp eyes will note therefore, that if resolution 3 (amending the articles) fails, then resolution 4 (appointing MA as a director) becomes void. I can only think that MA does not own any shares (that he may or may not have bought from Foulger) personally, rather through a corporate entity. 

[shefcanary 2,410]

Top work @MrBunce. That's cleared up my uncertainty. Thanks.

[PurpleCanary 5,562]

1 hour ago, MrBunce said:

Having now read the documents, I stand by my comments on the poor drafting (the documents are riddled with little errors) and it being unnecessarily cloak and dagger (although I acknowledge that there is no requirement for the club to provide any further information to that which has been provided). 

A few comments:

1. Reading between the lines, I think 6(C)(iv)(A) on redemption of the C Shares means that MA will be paying £10m for the 10m shares because the redemption amount is £10m plus dividends. MA would be losing money if he paid a premium (contrast this clause to the redemption clause for the B Shares which provides for redemption at price paid). 

2. I think 6(C)(vi) means that on conversion, new shares will be issued under the power provided for in article 5. This is because the 10% is on a fully diluted basis (i.e. after any new shares are issued). In numbers, this means that the new number of ordinary shares would be: 616,913 (current number) ÷ 90% x 100% = 685,459. The C Share holders would convert their shares into 68,546 ordinary shares. 

3. One final mystery solved. People were wondering why a resolution was needed to appoint MA to the board. That is because they've changed the qualification requirements for a board member (article 11). Previously directors had to own 100 ordinary shares (I recall this being controversial to some). Now a director can also be appointed via a general resolution. That is resolution 4 (which is, perhaps, incorrectly labelled as a special resolution... ). Those with sharp eyes will note therefore, that if resolution 3 (amending the articles) fails, then resolution 4 (appointing MA as a director) becomes void. I can only think that MA does not own any shares (that he may or may not have bought from Foulger) personally, rather through a corporate entity. 

Thanks, MrBunce. I think you are right about section one. I had raised the question that while the nominal price for the C shares was £1m, with an upper limit of 10m shares, the un-nominal - if that is a word - redemption amount was listed at a precise real-world £10m. 

A few things occur to me on that. Firstly, that it certainly suggests Attanasio will buy all the 10m shares at that nominal but now apparently real £1 a share price.

Secondly that if there were any C shares left over, or if more were later created, the price will have been set at £1, which is not exactly a money-spinner for the club, unless a very large new tranche is created.

Thirdly, linked to that, is that it seems to me to raise the likelihood, assuming Attanasio is looking eventually to take over, of him buying new Ordinaries as well perhaps as all or part of S&J's holding.

[GMF 747]

11 hours ago, PurpleCanary said:

GMF, Axa, the major lender, and the Bank of Scotland. The repayment date for Axa was May of this year! But the condition was that if we stayed up for one season that was brought forward to a date I can't immediately recall and if  we stayed up for another season, as we did, it was brought forward virtually to straight away.

You’re right, I’d forgotten who our loans were with, hence the question mark. Aviva were stitched up by that lot down the A140, I believe, but I wouldn’t want to be accused of straying off topic, as some already have on this thread! 😜

[GMF 747]

10 hours ago, MrBunce said:

Having now read the documents, I stand by my comments on the poor drafting (the documents are riddled with little errors) and it being unnecessarily cloak and dagger (although I acknowledge that there is no requirement for the club to provide any further information to that which has been provided). 

A few comments:

1. Reading between the lines, I think 6(C)(iv)(A) on redemption of the C Shares means that MA will be paying £10m for the 10m shares because the redemption amount is £10m plus dividends. MA would be losing money if he paid a premium (contrast this clause to the redemption clause for the B Shares which provides for redemption at price paid). 

2. I think 6(C)(vi) means that on conversion, new shares will be issued under the power provided for in article 5. This is because the 10% is on a fully diluted basis (i.e. after any new shares are issued). In numbers, this means that the new number of ordinary shares would be: 616,913 (current number) ÷ 90% x 100% = 685,459. The C Share holders would convert their shares into 68,546 ordinary shares. 

3. One final mystery solved. People were wondering why a resolution was needed to appoint MA to the board. That is because they've changed the qualification requirements for a board member (article 11). Previously directors had to own 100 ordinary shares (I recall this being controversial to some). Now a director can also be appointed via a general resolution. That is resolution 4 (which is, perhaps, incorrectly labelled as a special resolution... ). Those with sharp eyes will note therefore, that if resolution 3 (amending the articles) fails, then resolution 4 (appointing MA as a director) becomes void. I can only think that MA does not own any shares (that he may or may not have bought from Foulger) personally, rather through a corporate entity. 

The most interesting aspect of point 2) is that with an increased share capital of 685,459, the existing majority shareholding of 327,309 ordinary shares would then actually reduce from 53.06% to just a 49.70% shareholding!

By default also, with the acquisition of MF’s 98,200 shares, MA would have a revised shareholding of 166,746 ordinary shares (24.32% of the increased shareholding) which could also be transformed into 494,055 ordinary shares upon the acquisition of D&M’s shares (72.07%).

[GMF 747]

And, then there’s the impact of clause 9 to consider, which seems to have passed everyone by, so far! 

[PurpleCanary 5,562]

1 hour ago, GMF said:

And, then there’s the impact of clause 9 to consider, which seems to have passed everyone by, so far! 

Something at least initially to do with 10,000 Ordinaries?!🤩

[dylanisabaddog 4,931]

On 26/08/2022 at 19:02, essex canary said:

Is the reference to Tombland in any way a reference to the current average age of the shareholders?

Just to lighten the mood,  the name Tombland derives from the City’s Scandinavian past and translates to 'open space'.